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Allied Tube & Conduit Corp, et al. – ‘S-4’ on 6/3/11

On:  Friday, 6/3/11, at 12:15pm ET   ·   Private-to-Public:  Document/Exhibit ¶  –  Release Delayed   ·   Accession #:  1047469-11-5631   ·   File #s:  333-174689, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10

Previous ‘S-4’:  None   ·   Next:  ‘S-4/A’ on 8/12/11   ·   Latest:  ‘S-4/A’ on 10/7/11   ·   6 References:   By:  Atkore Inc. – ‘10-K’ on 11/17/23 for 9/30/23 By:  Atkore Inc. – ‘10-K’ on 11/18/22 for 9/30/22 By:  Atkore Inc. – ‘10-K’ on 11/18/21 for 9/30/21 By:  Atkore Inc. – ‘10-K’ on 11/19/20 for 9/30/20 By:  SEC – ‘UPLOAD’ on 10/4/11 By:  SEC – ‘UPLOAD’ on 7/1/11 

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/03/11  Allied Tube & Conduit Corp        S-4¶                  64:14M                                    Merrill Corp/New/FA
          Afc Cable Systems Inc
          Atkore International Holdings Inc.
          Atkore International, Inc.
          WPFY, Inc.
          Atkore International (NV) Inc.
          Atkore International CTC, Inc.
          Georgia Pipe Co
          TKN, Inc.
          Unistrut International Corp
          Unistrut International Holdings, LLC

Document/Exhibit                   Description                      Pages   Size 

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                          Business-Combination Transaction                       
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                          Liquidation or Succession                              
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                          Liquidation or Succession                              
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                          Liquidation or Succession                              
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                          Liquidation or Succession                              
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TABLE OF CONTENTS
TABLE OF CONTENTS 2

Table of Contents

As filed with the Securities and Exchange Commission on June 3, 2011

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Atkore International Holdings Inc.*
(Exact Name of Registrant as Specified in its Charter)

16100 South Lathrop Avenue
Harvey, Illinois 60426
(708) 339-1610
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices)

Karl J. Schmidt
Chief Financial Officer
Atkore International, Inc.
16100 South Lathrop Avenue
Harvey, Illinois 60426
(708) 339-1610
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

With a copy to:

Paul M. Rodel, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000

*

Information regarding additional registrants is contained in the Table of Additional Registrants on the following page.

         Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

         If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box o

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

         If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

         Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

         Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

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CALCULATION OF REGISTRATION FEE

         The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

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Table of Additional Registrants

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The information in this prospectus is not complete and may be changed. We may not complete this exchange offer or issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 3, 2011

PROSPECTUS

Atkore International, Inc.

Offer to Exchange

$410,000,000 Outstanding 9.875% Senior Secured Notes due 2018
for
$410,000,000 Registered 9.875% Senior Secured Notes due 2018

        Atkore International, Inc. is offering to exchange the $410 million aggregate principal amount of outstanding 9.875% Senior Secured Notes due 2018 (the "Old Notes") for a like principal amount of registered 9.875% Senior Secured Notes due 2018 (the "New Notes").

        The terms of the New Notes are identical in all material respects to the terms of the Old Notes, except that the New Notes are registered under the Securities Act of 1933, as amended (the "Securities Act"), and will not contain restrictions on transfer or provisions relating to additional interest, will bear a different CUSIP number from the Old Notes and will not entitle their holders to registration rights.

        No public market currently exists for the Old Notes or the New Notes.

        The exchange offer will expire at                 P.M., New York City time, on                        , 2011 (the "Expiration Date") unless we extend the Expiration Date. You should read the section called "The Exchange Offer" for further information on how to exchange your Old Notes for New Notes.

        See "Risk Factors" beginning on page 20 for a discussion of risk factors that you should consider prior to tendering your Old Notes in the exchange offer and risk factors related to ownership of the Notes.

        Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the Expiration Date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

        Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2011

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TABLE OF CONTENTS

        You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus is accurate as of any date other than the date of this prospectus. Also, you should not assume that there has been no change in the affairs of Atkore International Holdings Inc. and its subsidiaries since the date of this prospectus.

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SUMMARY

        This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider in making your investment decision. You should read the following summary together with the entire prospectus, including the more detailed information regarding our company, the New Notes being exchanged in this offering and the financial statements and the related notes appearing elsewhere in this prospectus. You should also carefully consider, among other things, the matters discussed in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this prospectus before deciding to invest in the Notes.

        In this prospectus, unless the context requires otherwise, (1) the terms "we," "us" and "our" refer to Atkore International Holdings Inc. and its consolidated subsidiaries, (2) the term "Atkore Holdings" refers to Atkore International Holdings Inc., a Delaware corporation, which is the corporate parent of Atkore International, Inc. and a Guarantor of the Notes and (3) the term "Issuer" means Atkore International, Inc. and not any of its subsidiaries.

Our Company

Overview

        We are a global manufacturer of fabricated steel tubes and pipes, pre-wired armored cables, cable management systems and metal framing systems. Our products are used primarily in non-residential construction applications, including installation of electrical systems, site perimeter security fences, steel pipe scaffolding, fire sprinkler pipe and protection systems and metal framing for various support structures. Our company operates through two business segments: Electrical and Infrastructure and Engineered Products and Services. Our Electrical and Infrastructure segment offers a broad and diverse range of electrical products, including (1) electrical conduits, (2) armored and metal-clad cable and (3) cable management systems. Products manufactured by our Engineered Products and Services segment include (1) mechanical tube, (2) fence framework, (3) fire sprinkler pipe, (4) metal framing systems, (5) hollow structural sections, or "HSS," and (6) sheets and plates, each of which is customized in a wide range of shapes, sizes and specifications. Through our Engineered Products and Services segment, we also provide ancillary services to our customers in the form of slitting and cutting of structural steel sheets, which are sold primarily to metal service centers. We are recognized in our industry for the quality of our products, our diverse product offering and our innovative and successful product development model and our strong customer service. This recognition has resulted in leading market positions in the major product categories in both our Electrical and Infrastructure and Engineered Products and Services business segments.

        Our company was established in 1959 and is headquartered in Harvey, Illinois. The founding business, known as Allied Tube & Conduit, developed an in-line galvanizing technique (Flo-Coat®) in which zinc is applied as tube and pipe are formed. The Flo-Coat galvanizing process, a patented technique, provides superior zinc coverage of fabricated metal products for rust prevention and lower cost manufacturing than traditional hot-dip galvanization. Tyco acquired our company in 1987 and subsequently expanded our portfolio via acquisitions of complementary products. Under Tyco's ownership, our company was named Electrical and Metal Products and operated as a separate business segment. In connection with the Transactions, the Issuer was renamed Atkore International, Inc.

        We operate 24 manufacturing facilities and 15 distribution facilities that are strategically located to efficiently receive materials from our suppliers as well as deliver products to our customers. Our global footprint has been streamlined in recent years to improve manufacturing capacity utilization across our facilities and to enhance the efficiency of our transportation and logistics networks. To complement these efforts, in fiscal 2010 we completed a 500,000 square foot addition to our original facility in Harvey, Illinois to consolidate warehouse capacity, reduce logistics cost and handling damage, and expand our corporate offices. The expanded warehouse allows us to better supply our regional

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customers by fulfilling and processing orders more efficiently. We continue to expand our low-cost manufacturing and distribution footprint, most notably with the construction of our new manufacturing facility in Changshu, China which is expected to be completed and become operational in June 2011.

        We distribute our products to end-users through several distinct channels, including electrical distributors, home improvement retailers, industrial distributors, HVAC and plumbing distributors, datacom (data and communications center electrical products) distributors and original equipment manufacturers, or "OEMs," as well as directly to a small number of general contractors. We pride ourselves on providing reliable and prompt service to our diverse customer base. Many of our products are ultimately installed into non-residential and multi-family residential buildings during new construction and renovation by end-users, who are typically trade contractors. We serve a diverse group of end markets, including commercial construction, diversified industrials, power generation, agricultural, retail, transportation and government. The majority of our sales and operations are in North America. We also have a significant manufacturing and sales presence in Brazil and, to a lesser extent, in the United Kingdom, France, Australia and New Zealand. We also have a minority interest in a joint venture in the Middle East. Our predecessor company generated $1.4 billion in net sales and $1 million of net income in fiscal 2010. Our predecessor company generated $352 million in net sales and $3 million of net loss for the period from September 25, 2010 through December 22, 2010. The successor company generated $406 million in net sales and $11 million of net loss for the period from December 23, 2010 through March 25, 2011.

        Our business is largely dependent on the non-residential construction industry. Approximately 60% of our net sales in fiscal 2010 were related to U.S. non-residential construction, where our product installation typically lags U.S. non-residential starts by six to nine months. U.S. non-residential construction starts, as reported by McGraw-Hill Construction—Dodge, Research & Analytics, reached a historic low of 650 million square feet in calendar year 2010. This level of activity is significantly below the previous cyclical troughs witnessed from 1967 through 2008, during which time non-residential construction starts did not fall below 936 million square feet in any given calendar year. We expect to capitalize on any recovery in non-residential construction activity over the coming years and potentially drive higher margins by leveraging the scalability of our operations.

Our Strengths

        We have established a reputation as an industry leader in quality, service and innovation and have achieved strong competitive positions in our markets, primarily as a result of the following competitive strengths:

•

Well positioned in key markets with strong brands



•

Innovative products



•

Strategic procurement of input materials



•

Low-cost producer



•

Integrated manufacturing and logistics network



•

Strong historical operating cash flows



•

Experienced management team

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Our Vision and Strategies

        Our vision is to build upon our leading market positions in many of our products by continuing to leverage our customer relationships, product brands and manufacturing expertise. In addition, we intend to grow our business in key products and markets and improve profitability by implementing the following strategic initiatives and priorities:

•

Operations and supply chain efficiency



•

Expansion of sales of existing products



•

Geographic expansion



•

New product development



•

Strategic price analysis program



•

Platform for organic growth and selective acquisitions

Our Products and Brands

        Our Electrical and Infrastructure and Engineered Products and Services segments offer a broad range of products. We market our products through a number of well-established brands. We believe our brands are known for their longstanding tradition of product innovation and commitment to quality. Our products are used mainly in non-residential construction applications. Some typical examples include electrical conduit and armor-clad cable to facilitate electrical systems, fence post and barbed tape used for construction site perimeter security, sprinkler pipe and small diameter water line pipe used to develop fire protection systems and steel pipe scaffolding. Our mechanical tube products are also employed for various OEM applications, such as structural framing for greenhouses, clean rooms, conveyor belt rollers, solar panel systems, free-standing truss-type buildings, municipal playground equipment and recreational vehicle transport rigs.

        The table below includes a description of our products by segments and the major brands under which we sell them.

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Corporate Information

        Atkore International Holdings Inc. is incorporated under the laws of the state of Delaware. Our principal executive office is located at 16100 S. Lathrop Avenue, Harvey, Illinois, and our telephone number is (708) 339-1610.

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The Transactions

        On December 22, 2010, Tyco International Ltd. ("Tyco") completed the sale of a 51% stake in its Electrical and Metal Products business ("TEMP") to the private equity firm Clayton Dubilier & Rice, LLC ("CD&R"). The sale was effected pursuant to an investment agreement dated as of November 9, 2010 (the "Investment Agreement") by and among CD&R Allied Holdings, L.P. ("CD&R Investor"), Tyco, Tyco International Holding S.a.r.l. ("Seller"), and Atkore International Group Inc. ("Atkore Group"). The Investment Agreement contemplated the following transactions (the "Transactions"):

•

Atkore Group issued 306,000 shares of cumulative convertible participating preferred stock (the "Preferred Stock") and 29,400,000 shares of common stock (the "Common Stock") to Seller, with the Preferred Stock representing 51% of the outstanding capital stock of Atkore Group (on an as-converted basis) and the Common Stock representing the remaining 49% of the outstanding capital stock of Atkore Group (treating the Preferred Stock on an as-converted basis) immediately following completion of the Transactions;



•

Seller sold all of the Preferred Stock to CD&R Investor for cash consideration of $306 million;



•

the Issuer issued the Old Notes;



•

the Issuer entered into our revolving asset backed credit facility described in "Description of Other Indebtedness" (the "ABL Credit Facility"), under which the Issuer borrowed $55 million at closing;



•

Atkore Group, Seller and CD&R Investor entered into the Stockholders Agreement;



•

Atkore Group, Seller and CD&R Investor entered into the Atkore Group Registration Rights Agreement;



•

Atkore Group and Tyco entered into the Transition Services Agreement;



•

a subsidiary of Tyco, Tyco Fire Products, L.P. ("Tyco Fire"), and Atkore Group entered into a supply agreement in respect of certain products that will be supplied by Atkore Group and its affiliates to Tyco Fire and its affiliates; and



•

CD&R Investor, Atkore Group, Tyco, Seller and their affiliates entered into certain other agreements, including the Indemnification Agreements and the Consulting Agreements.

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Ownership and Corporate Structure

        Presented below is a simplified overview of our ownership and corporate structure as of May 31, 2011, including the jurisdiction of formation of the entities presented.

(a)

Guarantor of the Notes and the ABL Credit Facility.

Presentation of Financial Information

        The financial statements included in this prospectus consist of (i) the combined financial statements of TEMP as of and for periods prior to the completion of the Transactions on December 22, 2010 and (ii) the consolidated financial statements of Atkore Holdings, the Issuer's parent company and a guarantor of the Notes, as of and for periods after completion of the Transactions. Atkore Holdings is a holding company with no operations and no assets other than its investments in its subsidiaries, and conducts all of its operations through its subsidiaries.

        As a result of our acquisition of TEMP in connection with the Transactions, TEMP is considered our predecessor company (the "Predecessor Company"). The consolidated financial statements of Atkore Holdings present the financial condition, results of operations and cash flows of our company on a successor basis (the "Successor Company"), reflecting the impact of the preliminary purchase price allocation made in accordance with accounting guidance for business combinations using the acquisition method of accounting, based on the estimated fair values of the assets and liabilities acquired as of December 22, 2010, the date the Transactions occurred. We refer to both these

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combined financial statements of the Predecessor Company and the consolidated financial statements of the Successor Company, in this prospectus as "our financial statements."

        The historical combined financial information of the Predecessor Company has been derived from the financial statements and accounting records of Tyco and reflects assumptions and allocations made by Tyco. This historical combined financial information may not be indicative of our future performance and does not necessarily reflect what our financial condition and results of operations would have been had we operated as a separate, stand-alone entity during the Predecessor periods presented, including differences due to the application of purchase accounting and the capitalization of the Successor Company as a result of the Transactions. The consolidated financial statements of the Successor Company are not necessarily indicative of the results that may be expected for the entire year ending September 30, 2011 or any future periods. As a result of the Transactions, our consolidated financial statements after December 22, 2010 are not comparable to our combined financial statements prior to such date.

        We operate on a fiscal calendar consisting of a 52- or 53-week period that ends on the last Friday in September of the applicable year. For example, references to "fiscal 2010" refer to the fiscal year ended September 24, 2010. Fiscal years 2010, 2009 and 2008 were all 52 week years. The next 53 week fiscal year is fiscal 2011 and will end on September 30, 2011.

Trademarks and Trade names

        This prospectus includes our tradename, Atkore International, our trademarks, such as Atkore International® and Atkore®, the registration of which is pending, as well as our stylized logos set forth on the cover and the back pages of this prospectus. We also own or have rights to trademarks or trade names that we use in conjunction with the operation of our business, including, but not limited to, Allied Tube & Conduit®, Unistrut®, Power Strut®, Telespar®, Cope®, AFC Cable Systems®, Kaf-Tech®, Flo-Coat®, Gatorshield®, Kwik-Fit®, ColorSpec®, Acroba®, Razor Ribbon® and ABF®, all of which are registered in the United States, except Acroba®, which is registered in France. This prospectus may also contain trademarks, service marks, tradenames and copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks, service marks and tradenames referred to in this prospectus may appear without the ®, tm or sm symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and tradenames.

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Summary of the Terms of the Exchange Offer

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Summary of the Terms of the Notes

        The terms of the New Notes offered in the exchange offer are identical in all material respects to the Old Notes, except that the New Notes:

•

are registered under the Securities Act and therefore will not be subject to restrictions on transfer;



•

will not be subject to provisions relating to additional interest;



•

will bear a different CUSIP number;



•

will not entitle their holders to registration rights; and



•

will be subject to terms relating to book-entry procedures and administrative terms relating to transfers that differ from those of the Old Notes.

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Summary Historical Financial Data

        The following table sets forth certain summary historical consolidated financial data of our company as well as certain summary historical combined financial data of TEMP which are a combination of the assets and liabilities used in managing and operating our business prior to the Transactions. The statement of operations and cash flow data for the period from December 23, 2010 through March 25, 2011 and the period from September 25, 2010 through December 22, 2010 and the balance sheet data as of March 25, 2011 are derived from our unaudited interim financial statements included elsewhere in this prospectus. The balance sheet data as of December 22, 2010 and March 26, 2010 are derived from our unaudited interim financial statements not included in this prospectus. Our unaudited interim financial statements include all adjustments, consisting of normal recurring accruals, which we consider necessary for a fair presentation of the financial position and results of operations for these periods. Operating results for these periods are not necessarily indicative of the results that may be expected for the entire fiscal year ending September 30, 2011 or any future periods. The combined statement of operations data for the fiscal years ended September 24, 2010, September 25, 2009 and September 26, 2008 and the combined balance sheet data as of September 24, 2010 and September 25, 2009 are derived from our audited combined financial statements included elsewhere in this prospectus. The combined balance sheet data as of September 26, 2008 have been derived from our audited combined financial statements that are not included in this prospectus.

        The acquisition of TEMP is accounted for in accordance with accounting guidance for business combinations and, accordingly, resulted in the recognition of assets and liabilities at fair values as of December 22, 2010. As a result of the Transactions, our financial statements after December 22, 2010 are not comparable to our financial statements prior to such date. All periods prior to and including December 22, 2010 are referred to as "Predecessor", and all periods including and after December 23, 2010 are referred to as "Successor".

        The financial data presented below are not necessarily indicative of the results to be expected for any future period. Data as of and for periods prior to December 22, 2010 do not necessarily reflect what our financial condition and results of operations would have been had we operated as a separate, stand-alone entity during such Predecessor periods, including the application of purchase accounting and the capitalization of the Successor Company as a result of the Transactions.

        This financial information should be read in conjunction with "Capitalization," "Unaudited Pro Forma Condensed Financial Data," "Selected Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the related notes included elsewhere in this prospectus.

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•

EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;



•

EBITDA and Adjusted EBITDA do not reflect our interest expense, or the requirements necessary to service interest or principal payments on our debt;



•

EBITDA and Adjusted EBITDA do not reflect our income tax expenses or the cash requirements to pay our taxes;



•

EBITDA and Adjusted EBITDA do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; and



•

although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements.

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        The following table presents a reconciliation of net income (loss), the most directly comparable financial measure under GAAP, to EBITDA and Adjusted EBITDA for the periods presented.

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Ratio of Earnings to Fixed Charges

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RISK FACTORS

        Investing in the Notes involves a high degree of risk. Before you make your investment decision, you should carefully consider the risks described below and the other information contained in this prospectus, including the financial statements and accompanying notes included in this prospectus. If any of the following risks actually occur, our business, financial condition, results of operations or cash flows could be materially adversely affected.

Risk Factors Relating to Our Business

The non-residential construction industry accounts for a significant portion of our business, and the non-residential construction industry in the U.S. is currently experiencing a downturn that could continue to materially and adversely affect our business, liquidity and results of operations.

        Our business is largely dependent on the non-residential construction industry. The U.S. economic slowdown particularly has had an adverse effect on our end markets. Approximately 60% of our net sales in fiscal 2010 were related to U.S. non-residential construction, where our product installation typically lags U.S. non-residential starts by six to nine months. Conduit, armored cable, strut channel, cable tray, sprinkler pipe and metal framing are building materials that are directly impacted by U.S. non-residential construction starts.

        The U.S. non-residential construction industry is cyclical, with product demand based on numerous factors such as availability of credit, interest rates, general economic conditions, consumer confidence and other factors that are beyond our control. The U.S. non-residential construction industry has experienced declines in construction starts since reaching its most recent peak (measured by square footage) in calendar 2007. U.S. non-residential construction starts (measured by square footage) declined 11.2%, 40.4% and 25.4% in our fiscal years 2008, 2009 and 2010, respectively, according to McGraw-Hill Construction—Dodge, Research & Analysis.

        Continued uncertainty about current economic conditions will continue to pose a risk to our businesses that serve the non-residential construction industry as participants in this industry may postpone spending in response to tighter credit, negative financial news or declines in income or asset values, which could have a continued material negative effect on the demand for our products. We cannot predict the duration of the current market conditions, or the timing or strength of any future recovery of non-residential construction activity in our markets. We also cannot provide any assurances that the non-residential construction industry will not weaken further. Continued weakness in the U.S. non-residential construction market would have a further significant adverse effect on our business, financial condition and operating results. Because of these factors, there may be fluctuations in our operating results, and historical results may not be indicative of any future period results.

The raw materials on which we depend in our production process are exposed to price fluctuations that could have a significant impact on our results of operations and financial condition.

        Our results from operations are impacted by changes in commodity prices, primarily steel and copper. Historically, we have not engaged in hedging strategies for raw material purchases. Substantially all of the products we sell are subject to wide and frequent price fluctuations because they are composed primarily of steel or copper, two industrial metal commodities that have been subject to extreme price volatility during the past several years. Examples of such products include steel conduit, tubing and framing, and copper wiring in our cables.

        We generally sell our products on a spot basis (and not under long-term contracts). As a result, as the cost of the raw materials that compose these products to us declines, our customers generally seek price concessions. In addition, we account for consumption of inventory in our cost of sales using the first-in, first-out method. This means that in the short term, in a declining price environment our net sales will decline and our gross margins will contract or even turn negative, assuming the quantities of

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the affected products sold remain constant, as we consume inventories valued at higher prices based on the first-in first-out method. Such declines may be material. For example, during the periods from September 25, 2010 through December 22, 2010, this dynamic resulted in reduced gross margins and lower operating income compared to the first three months of fiscal 2010. Rising steel and copper prices have the opposite effect in the short term, increasing both net sales and gross margin, assuming the quantities of the affected products sold remain constant.

Our operating results are sensitive to the availability and cost of freight and energy, such as electricity and diesel fuel, which are important in the manufacture and transport of our products.

        Our operating costs increase when energy or freight costs rise. During periods of increasing freight and energy costs, we might not be able to fully recover our operating cost increases through price increases without reducing demand for our products. In addition, we are dependent on third-party freight carriers to transport many of our products. Our financial results could be adversely affected if we are unable to pass all of the cost increases on to our customers or if we are unable to obtain the necessary energy supplies, or if freight carrier capacity in our geographic markets were to decline significantly or otherwise become unavailable. Similarly, increasing energy costs, in particular the cost of diesel fuel, could put a strain on the transportation of materials and products if it forces certain transporters to close.

We are indirectly subject to regulatory changes that may affect demand for our products.

        The market for certain of our products is influenced by federal, state, local and international governmental regulations and trade policies (such as the American Recovery and Reinvestment Act of 2009, Underwriters Laboratories, National Electric Code and American Society of Mechanical Engineers) as well as other policies, including those imposed on the non-residential construction industry (such as the National Electrical Code and corresponding state and local laws based on the National Electrical Code). These regulations and policies are subject to change. In the event that there would be changes in the National Electrical Code and any similar state, local or non-U.S. laws, including changes that would allow for alternative products to be used in the non-residential construction industry, or that would render less restrictive or otherwise reduce the current requirements under such laws and regulations, the scope of products that would serve as alternatives to products we produce would increase. As a result, competition in the industries in which we operate could increase, with a potential corresponding decrease in the demand for our products. In addition, in the event that changes in such laws would render current requirements more restrictive, we may be required to change our products or production processes to meet such increased restrictions, which could result in increased costs and cause us to lose market share. Any changes to such regulations, laws and policies could have an adverse effect on our business, financial condition, and results of operations or cash flows.

We face risks relating to doing business internationally that could adversely affect our business.

        Our business operates and serves consumers worldwide. There are certain risks inherent in doing business internationally, including:

•

economic volatility and the current global economic recession;



•

currency exchange rate fluctuations (especially with respect to the Brazilian real) and currency exchange controls;



•

import or export restrictions and changes in trade regulations;



•

difficulties in developing, staffing and simultaneously managing a number of foreign operations as a result of distance as well as language and cultural differences;

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issues related to occupational safety and adherence to local labor laws and regulations;



•

potentially adverse tax developments;



•

longer payment cycles;



•

political or social unrest;



•

risks related to government regulation and uncertain protection and enforcement of our intellectual property rights;



•

the presence of corruption in certain countries; and



•

higher than anticipated costs of entry.

One or more of these factors could adversely affect our business and financial condition.

        One of our primary growth strategies includes expansion into new geographic regions, including emerging markets. We could be at a competitive disadvantage in the long term if we are not able to capitalize on international opportunities in these growth economies. International expansion involves significant investment, as well as risks associated with doing business abroad as described above. Furthermore, investments in some regions can take a long period to generate a positive return, and in some cases there may not be a developed or an efficient legal system to protect foreign investment or intellectual property rights. In addition, if we expand into new international regions, we may have limited experience in operating and marketing our products and services in such regions and could be at a disadvantage compared to competitors with more experience in such regions.

We may be subject to claims and resulting litigation for damages for defective products, which could adversely affect our business, financial condition, results of operations or cash flows.

        We warrant our products to be free of certain defects. We have had claims alleging defects in our products and are occasionally subject to litigation relating to such claims. We cannot assure you that we will not experience material product liability losses or that we will not incur significant costs to defend such claims. We have been named as a defendant in lawsuits claiming that our ABF II anti-microbial coated sprinkler pipe allegedly caused environmental stress cracking in chlorinated polyvinyl chloride pipe. With respect to two of these lawsuits, we have reached settlements with plaintiffs bringing similar claims and we have established a reserve for these lawsuits. We cannot assure you that our product liability insurance coverage will cover all defective product claims or will be adequate for liability that may exist today or be incurred in the future. Any claims relating to defective products that result in liability exceeding our insurance coverage could have an adverse effect on our business, financial condition, results of operations or cash flows.

We may need to raise additional capital, and we cannot be sure that additional financing will be available.

        To satisfy existing obligations and support the development of our business, we depend on our ability to generate cash flow from operations and to borrow funds and issue securities in the capital markets. We may require additional financing for liquidity, capital requirements or growth initiatives. We may not be able to obtain financing on terms and at interest rates that are favorable to us or at all. Any inability by us to obtain financing in the future could have a negative impact on our results of operations and financial condition.

Our operations expose us to the risk of material environmental, health and safety liabilities and obligations.

        We are subject to numerous federal, state, local and non-U.S. environmental protection and health and safety laws governing, among other things:

•

the generation, use, storage, treatment, transportation, disposal and management of hazardous substances and wastes;

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emissions or discharges of pollutants or other substances into the environment;



•

investigation and remediation of, and damages resulting from, releases of hazardous substances; and



•

the health and safety of our employees.

        We have incurred, and expect to continue to incur, additional capital expenditures in addition to ordinary course costs to comply with applicable environmental laws, such as those governing air emissions and wastewater discharges. In the fiscal year ended September 24, 2010, we incurred approximately $2 million in capital expenditures to address environmental compliance issues at our facilities; for fiscal 2011, we estimate such capital expenditures at approximately $4 million. Our failure to comply with applicable environmental laws and permit requirements could result in civil or criminal fines or penalties, enforcement actions, and regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures such as the installation of pollution control equipment, which could have a material adverse effect on our financial condition, results of operations or cash flows.

        We are currently, and may in the future be, required to investigate, remediate or otherwise address contamination at our current or former facilities. Many of our current and former facilities have a history of industrial usage for which additional investigation, remediation or other obligations could arise in the future and which could materially adversely affect our business, financial condition, results of operations or cash flows. In addition, we are currently and, could in the future be, responsible for costs to address contamination identified at any real property we used as a disposal site.

        We could be subject to third-party claims for property damage, personal injury, nuisance or otherwise as a result of violations of, or liabilities under, environmental, health or safety laws or in connection with releases of hazardous or other materials at any current or former facility. We could also be subject to environmental indemnification claims in connection with assets and businesses that we have divested.

        We cannot assure you that any costs relating to future capital and operating expenditures to maintain compliance with environmental laws, as well as costs to address contamination or environmental claims, will not exceed any current estimates or adversely affect our financial condition and results of operations. In addition, any unanticipated liabilities or obligations arising, for example, out of discovery of previously unknown conditions or changes in law, could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Our business operates in a competitive landscape, and increased competition could harm our business, financial condition, results of operations or cash flows.

        The principal markets that we serve are highly competitive. Competition is based primarily on price, inventory availability, product quality and our ability to meet customer-requested delivery dates. Our competition in the markets in which we participate comes from companies of various sizes, some of which may have greater financial and other resources than we do and some of which may have more established brand names in the markets we serve. Increased competition could force us to lower our prices or to offer additional services or enhanced products at a higher cost to us, which could reduce our gross profit, net income, and cash flow and cause us to lose market share.

Our business, financial condition and results of operations could be adversely affected by the level of similar product imports into North America.

        A substantial portion of our revenue is generated through our operations in North America. High levels of imports of products similar to those manufactured by us may reduce the volume of products sold by domestic producers and depress the selling prices of our products and those of our competitors.

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We believe import levels are affected by, among other things, overall worldwide product demand, the trade practices of foreign governments, government subsidies to foreign producers and governmentally imposed trade restrictions in the U.S. Increased imports of products similar to those manufactured by us in North America could adversely affect our business, financial condition, results of operations or cash flows.

We rely on a few customers for a significant portion of our net sales, and the loss of those customers would adversely affect us.

        Certain of our customers, in particular marketing groups representing consortia of independent electrical distributors, are material to our business and results of operations because they account for a significant portion of our net sales. In fiscal 2010, 2009 and 2008, our ten largest customers (including buyers and distributors in marketing groups) accounted for approximately 20%, 21% and 22% of our net sales, respectively. Our percentage of sales to our major customers, and ultimately end-users, may increase if we are successful in pursuing our strategy of broadening the range of products we sell to existing customers. In such an event, or in the event of any consolidation in certain segments we serve, including retailers selling building products, our sales may be increasingly sensitive to deterioration in the financial condition of, or other adverse developments with respect to, one or more of our top customers. Our top customers may also be able to exert pricing and other influences on us.

        A significant asset included in our working capital is accounts receivable from customers. If customers responsible for a significant amount of accounts receivable become insolvent or otherwise unable to pay for products and services, or become unwilling or unable to make payments in a timely manner, our operating results and financial condition could be adversely affected. A significant deterioration in the economy could have an adverse effect on the servicing of these accounts receivable, which could result in longer payment cycles, increased collection costs and defaults in excess of management's expectations. Deterioration in the credit quality of several major customers at the same time could have a material adverse effect on our operating results and financial condition.

        In general, we do not have long-term contracts with our customers. As a result, although our customers periodically provide indications of their product needs and purchases, they generally purchase our products on an order-by-order basis, and the relationship, as well as particular orders, can be terminated at any time. The loss or bankruptcy of, or significant decrease in business from, any of our major customers could have a material adverse effect on our business, results of operations and cash flow.

Work stoppages, employee strikes and other production disruptions may adversely affect our operations and impair our financial performance.

        As of March 25, 2011, approximately 50% of our U.S. employees were represented for collective bargaining purposes by labor unions. A work stoppage or other interruption of production could occur at our facilities as a result of disputes under existing collective bargaining agreements with labor unions or in connection with negotiations of new collective bargaining agreements, as a result of supplier financial distress, or for other reasons. In addition, we may encounter supplier constraints, be unable to maintain favorable supplier arrangements and relations or be affected by disruptions in the supply chain. A work stoppage or interruption of production at our facilities, due to labor disputes, shortages of supplies or any other reason could substantially adversely affect our financial condition and results of operations.

We have significant financial obligations relating to pension plans that we maintain in the U.S. and abroad.

        We provide pension benefits through a number of noncontributory and contributory defined benefit retirement plans covering eligible U.S. and non-U.S. employees. As of December 22, 2010, we estimated that our pension plans were underfunded by approximately $18 million. In the event the

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stock market deteriorates, the funds in which we have invested do not perform according to expectations, or the valuation of the projected benefit obligation increases due to changes in interest rates or other factors, we may be required to make significant cash contributions to the pension plan and recognize increased expense within our financial statements. Our pension obligation is calculated annually and is based on several assumptions, including then-prevailing conditions, which may change from year to year. If in any year our assumptions are inaccurate, we could be required to expend greater amounts than anticipated.

Unplanned outages at our facilities and other unforeseen disruptions may reduce our results of operations.

        Our business depends on the operation of our manufacturing and distribution facilities, particularly our Harvey, Illinois facility. It is possible that we could experience prolonged periods of reduced production or distribution capacity due to interruptions in the operations of our facilities or those of our key suppliers. It is also possible that operations may be disrupted due to other unforeseen circumstances such as power outages, explosions, fires, floods, accidents and severe weather conditions. Availability of raw materials and delivery of products to customers could be affected by logistical disruptions. To the extent that lost production or distribution capacity could not be compensated for at unaffected facilities and depending on the length of the outage, our sales and production costs could be adversely affected.

We may not be able to adequately protect our intellectual property rights in foreign countries, and we may become involved in intellectual property disputes.

        Our use of contractual provisions, confidentiality procedures and agreements, and patent, trademark, copyright, unfair competition, trade secret and other laws to protect our intellectual property and other proprietary rights may not be adequate. We have registered intellectual property (mainly trademarks and patents) in more than 70 countries. Because of the differences in foreign trademark, patent and other intellectual property or proprietary rights laws, we may not receive the same protection in foreign countries as we would in the United States.

        Litigation may be necessary to enforce our intellectual property rights or to defend against claims by third parties that our products infringe their intellectual property rights. Any litigation or claims brought by or against us could result in substantial costs and diversion of our resources. A successful intellectual property infringement suit against us could prevent us from manufacturing or selling certain products in a particular area, which could have an adverse effect on our business, financial condition, results of operations or cash flows.

If we are unable to hire, engage and retain key personnel, our business could be adversely affected.

        We are dependent in part on our continued ability to hire, engage and retain key employees at our operations around the world. Additionally, we rely upon experienced managerial, marketing and support personnel to effectively manage our business and to successfully promote our wide range of products. If we do not succeed in engaging and retaining key employees and other personnel, we may be unable to meet our objectives and, as a result, our business and our financial condition, results of operations and cash flows could be adversely affected.

Interruptions in the proper functioning of our information technology ("IT") systems could disrupt operations and cause unanticipated increases in costs or decreases in revenues, or both.

        Because we use our information systems to, among other things, manage our manufacturing operations, manage inventories and accounts receivable, make purchasing decisions and monitor our results of operations, the proper functioning of our IT systems is critical to the successful operation of our business. We are currently migrating our current financial reporting system to a new platform. Although our IT systems are protected through physical and software safeguards and remote processing

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capabilities exist, IT systems are still vulnerable to natural disasters, power losses, unauthorized access, telecommunication failures and other problems. If critical IT systems fail or are otherwise unavailable, as during the migration of our systems currently in progress, our ability to process orders, track credit risk, identify business opportunities, maintain proper levels of inventories, collect accounts receivable, pay expenses and otherwise manage our business would be adversely affected.

Future acquisitions could require us to issue additional debt or equity.

        If we were to undertake a substantial acquisition for cash, the acquisition would likely need to be financed in part through additional financing from banks, through public offerings or private placements of debt or equity securities or through other arrangements. Such acquisition financing might decrease our ratio of earnings to fixed charges and adversely affect other leverage criteria and our credit rating. We cannot assure you that the necessary acquisition financing would be available to us on acceptable terms if and when required.

Future acquisitions may not be successful.

        We will continue to analyze and evaluate the acquisition of strategic businesses or product lines with the potential to strengthen our industry position or enhance our existing product offering. We cannot assure that we will identify or successfully complete transactions with suitable acquisition candidates in the future, nor can we assure you that completed acquisitions will be successful. If an acquired business fails to operate as anticipated or cannot be successfully integrated with our existing business, our financial condition, results of operations and cash flows could be materially and adversely affected.

Risk Factors Relating to Our Capital Structure and the Notes

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the Notes.

        We have a significant amount of indebtedness. As of March 25, 2011, our total long-term debt was $411 million, representing the Old Notes and a $1 million letter of credit supporting our industrial revenue bond. In addition, as of March 25, 2011, we had $61 million of borrowings drawn under the ABL Credit Facility and approximately $3 million of undrawn outstanding letters of credit. Approximately $186 million was available under our ABL Credit Facility and the borrowing base was estimated to be $250 million as of March 25, 2011, all of which would be secured by the ABL Priority Collateral on a first-priority basis if borrowed.

        Subject to the limitations contained in the ABL Credit Agreement and the Indenture, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our high level of indebtedness could intensify. Specifically, our high level of indebtedness could have important consequences to the holders of the Notes, including:

•

making it more difficult for us to satisfy our obligations with respect to the Notes and our other debt;



•

limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements;



•

requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;



•

increasing our vulnerability to general adverse economic and industry conditions;

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•

exposing us to the risk of increased interest rates as borrowings under the ABL Credit Facility will be at variable rates of interest;



•

limiting our flexibility in planning for and reacting to changes in the industry in which we compete;



•

placing us at a disadvantage compared to other, less leveraged competitors; and



•

increasing our cost of borrowing.

        In addition, the Indenture and the ABL Credit Agreement contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all our debt.

We may not be able to generate sufficient cash to service all of our indebtedness, including the Notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

        Our ability to make scheduled payments on or refinance our debt obligations, including the Notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on the Issuer's indebtedness, including the Notes.

        If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness, including the Notes. We may not be able to effect any such alternative measures on commercially reasonable terms or at all and, even if successful, those alternative measures may not allow us to meet our scheduled debt service obligations. The ABL Credit Agreement and the Indenture will restrict our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations when due.

        Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial condition and results of operations and our ability to satisfy our obligations under the Notes.

        If we cannot make scheduled payments on our debt, we will be in default and holders of the Notes could declare all outstanding principal and interest to be due and payable, the lenders under the ABL Credit Facility could terminate their commitments to loan money and could declare all outstanding principal and interest to be due and payable, our secured lenders (including under the ABL Credit Facility) could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation. All of these events could result in your losing your investment in the Notes.

The Issuer of the Notes is a holding company with no material operations and no material assets other than its investments in its subsidiaries. The ability of the issuer of the Notes to make payments on the Notes is entirely dependent on the earnings and the distribution of funds from its subsidiaries.

        The Issuer is a holding company with no material operations and no material assets other than its investments in its subsidiaries, and conducts all of its operations through its subsidiaries. The ability of the Issuer to make payments on the Notes is entirely dependent on the earnings and the distribution of funds from its subsidiaries. However, none of the Issuer's subsidiaries is obligated to distribute funds to

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the Issuer for its use in making payments on the Notes. The ability of the Issuer's subsidiaries to make distributions will be subject to restrictions under the laws of their jurisdictions of incorporation.

        We cannot assure you that the agreements governing the current and future indebtedness of the subsidiaries of the Issuer will permit them to provide the Issuer with sufficient dividends, distributions or loans to fund scheduled interest and principal payments by the Issuer on the Notes when due.

Despite our current level of indebtedness, we may still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described above.

        We may be able to incur significant additional indebtedness in the future, including secured debt. Although the Indenture and the ABL Credit Agreement contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. If we incur any additional indebtedness that ranks equally with the Notes, subject to collateral arrangements, the holders of that debt will be entitled to share ratably with the holders of the Notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of our company. This may have the effect of reducing the amount of proceeds paid to you. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness, including obligations under lease arrangements that are currently recorded as operating leases even if operating leases were to be treated as debt under GAAP. In addition, the ABL Credit Facility provides for a credit facility of up to $250 million (less $61 million of borrowings drawn as of March 25, 2011 and approximately $3 million of undrawn outstanding letters of credit, and subject to a borrowing base estimated to be $250 million as of March 25, 2011). All of these borrowings are secured by the ABL Priority Collateral on a first-lien basis. Moreover, the Indenture permits us to incur certain additional indebtedness that would be secured by the ABL Priority Collateral on a first-lien basis. If new debt is added to our current debt levels, the related risks that we and the Guarantors now face could intensify. See "Description of Other Indebtedness" and "Description of Notes."

The terms of the ABL Credit Agreement and the Indenture restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

        The Indenture and the ABL Credit Agreement contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including restrictions on our ability to:

•

incur additional indebtedness;



•

pay dividends or make other distributions or repurchase or redeem capital stock;



•

prepay, redeem or repurchase certain subordinated indebtedness;



•

make loans and investments;



•

sell assets;



•

incur liens;



•

enter into transactions with affiliates;



•

alter the businesses we conduct;



•

enter into agreements restricting our subsidiaries' ability to pay dividends; and



•

consolidate, merge or sell all or substantially all of our assets.

        The covenants in the Indenture are subject to important exceptions and qualifications, which are described under "Description of Notes."

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        In addition, if our borrowing availability under the ABL Credit Facility is below specified levels, we will be required to comply with a fixed charge coverage ratio in the ABL Credit Agreement. Our ability to comply with that financial ratio can be affected by events beyond our control.

        A breach of the covenants under the Indenture or under the ABL Credit Agreement could result in an event of default under the applicable indebtedness. Such a default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt which has a cross-acceleration or cross-default provision to the related debt. In addition, an event of default under the ABL Credit Agreement would permit the lenders under the ABL Credit Facility to terminate all commitments to extend further credit under that facility. Furthermore, if we were unable to repay the amounts due and payable under the ABL Credit Facility, those lenders could proceed against the collateral securing that indebtedness, especially the collateral in which we granted to them a first-priority security interest to secure that indebtedness. In the event our lenders or noteholders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness.

        As a result of restrictions contained in the Indenture and the ABL Credit Agreement, we may be:

•

limited in how we conduct our business;



•

unable to raise additional debt or equity financing to operate during general economic or business downturns; or



•

unable to compete effectively or to take advantage of new business opportunities.

        These restrictions may affect our ability to grow in accordance with our strategy.

The Notes are effectively subordinated to the Issuer's and the Guarantors' indebtedness under the ABL Credit Facility to the extent of the value of the ABL Priority Collateral, as well as to any other secured indebtedness of the Issuer and the Guarantors to the extent of the value of the assets securing such indebtedness on a basis senior to the Notes.

        The Notes and the guarantees are effectively subordinated to the Issuer's and the Guarantors' indebtedness under the ABL Credit Facility (and any hedging obligations and cash management agreements with lenders under the ABL Credit Facility or their affiliates) with respect to the ABL Priority Collateral, which includes accounts receivable, inventory and other current assets and all proceeds thereof, including cash, cash equivalents, deposit accounts, securities accounts, investment accounts, instruments, chattel paper, general intangibles (excluding trademarks, trade names and other intellectual property), letters of credit, insurance proceeds and investment property in each case arising from any such accounts receivable, inventory and other current assets. The Notes and guarantees are also effectively subordinated to any other secured indebtedness of the Issuer and the Guarantors to the extent of the value of the assets securing such indebtedness on a basis senior to the Notes. The effect of this subordination is that upon a default in payment on, or the acceleration of, any indebtedness under the ABL Credit Facility, or other indebtedness secured on a basis senior to the Notes, or in the event of bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding involving the Issuer or the Guarantors of the ABL Credit Facility or of such other secured debt, the proceeds from the sale of the ABL Priority Collateral and other assets that secure indebtedness on a priority basis relative to the Notes will be available to pay obligations on the Notes only after all indebtedness secured by the ABL Priority Collateral or such other assets has been paid in full.

There may not be sufficient collateral to pay all or any of the Notes.

        No appraisal of the value of the collateral has been made in connection with the exchange offer and the value of the collateral in the event of liquidation will depend on market and economic

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conditions, the availability of buyers and other factors. Consequently, liquidating the collateral securing the Notes may not produce proceeds in an amount sufficient to pay any amounts due on the Notes.

        Our obligations under the ABL Credit Facility are secured by the ABL Priority Collateral on a first-priority basis and by the Notes Priority Collateral on a second-priority basis (and certain hedging obligations and cash management agreements with lenders under the ABL Credit Facility and their affiliates are also secured by the ABL Priority Collateral on a first- priority basis and by the Notes Priority Collateral on a second-priority basis). As a result, upon any distribution to our creditors, foreclosure, liquidation, reorganization, bankruptcy or other insolvency proceedings, or following acceleration of our indebtedness or an event of default under our indebtedness, the lenders under the ABL Credit Facility (and under any such hedging obligations and cash management agreements) will be entitled to be repaid in full from the proceeds of ABL Priority Collateral on a priority basis before any payment is made to you from the proceeds of such collateral. In addition, the terms of the Indenture permit, subject to certain limitations, the incurrence of additional debt that may be secured on a senior priority basis or a pari passu priority basis.

        The fair value of the collateral securing the Notes is subject to fluctuations based on factors that include, among others, the condition of our industry, the ability to sell the collateral in an orderly sale, general economic conditions, the availability of buyers and other factors. The amount to be received upon a sale of the collateral would be dependent on numerous factors, including, but not limited to, the actual fair market value of the collateral at such time and the timing and the manner of the sale. By its nature, portions of the collateral may be illiquid and may have no readily ascertainable market value. Accordingly, there can be no assurance that the collateral can be sold in a short period of time or in an orderly manner. In the event of a foreclosure, liquidation, reorganization, bankruptcy or other insolvency proceeding, we cannot assure you that the proceeds from any sale or liquidation of the collateral will be sufficient to pay our obligations under the Notes. In addition, in the event of any such proceeding, the ability of the holders of the Notes to realize upon any of the collateral may be subject to bankruptcy and insolvency law limitations.

        In addition, the security interest of the Trustee, as collateral agent for the Notes, is subject to practical problems generally associated with the realization of security interests in collateral. For example, the collateral agent may need to obtain the consent of a third party to obtain or enforce a security interest in a contract. We cannot assure you that the collateral agent will be able to obtain any such consent. We also cannot assure you that the consents of any third parties will be given when required to facilitate a foreclosure on such assets. Also, certain items included in the collateral, such as licenses and other permits, may not be transferable (by their terms or pursuant to applicable law) and therefore the Trustee may not be able to realize value from such items in the event of a foreclosure. In addition, state law may limit the ability of the collateral agent on behalf of the holders of the Notes to foreclose on the real property and improvements included in the collateral. Accordingly, the Trustee, as collateral agent for the Notes, may not have the ability to foreclose upon those assets and the value of the collateral may significantly decrease.

        The ABL Priority Collateral is subject to any and all exceptions, defects, encumbrances, liens and other imperfections as may be accepted by the collateral agent under the ABL Credit Facility and any creditors that have the benefit of first liens on the ABL Priority Collateral from time to time, whether on or after the date the Notes are issued. These exceptions, defects, encumbrances, liens and other imperfections may be significant. The existence of any such exceptions, defects, encumbrances, liens and other imperfections could adversely affect the value of the ABL Priority Collateral, as well as the ability of the Trustee, as collateral agent for the Notes, to realize or foreclose on such collateral.

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The Notes are structurally subordinated to all obligations of the Issuer's existing and future subsidiaries that do not serve as Guarantors of the Notes.

        The Notes are guaranteed by Atkore Holdings and by each of the Issuer's existing and subsequently acquired or organized subsidiaries that are borrowers under or guarantee the ABL Credit Facility or that, in the future, guarantee our indebtedness or indebtedness of another Guarantor. The Issuer's subsidiaries that do not guarantee the Notes have no obligation, contingent or otherwise, to pay amounts due under the Notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payment. The Notes are structurally subordinated to all indebtedness and other obligations of any non-Guarantor subsidiary such that in the event of insolvency, liquidation, reorganization, dissolution or other winding up of any subsidiary that is not a Guarantor, all of that subsidiary's creditors (including trade creditors and preferred stockholders, if any) would be entitled to payment in full out of that subsidiary's assets before we would be entitled to any payment from that subsidiary's assets.

        In addition, the Indenture permits, subject to certain limitations, these subsidiaries to incur additional indebtedness and does not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries.

        In addition, the Issuer's subsidiaries that provide, or will provide, guarantees of the Notes will be automatically released from those guarantees in accordance with the terms of the Indenture upon the occurrence of certain events, including the following:

•

the designation of that Subsidiary Guarantor as an unrestricted subsidiary;



•

the release or discharge of any guarantee or indebtedness that resulted in the creation of the guarantee of the Notes by such Subsidiary Guarantor if it would not then otherwise be required to guarantee the Notes; or



•

the sale or other disposition, including the sale of substantially all the assets, of that Subsidiary Guarantor.

        If any subsidiary guarantee is released, no holder of the Notes will have a claim as a creditor against that subsidiary, and the indebtedness and other liabilities, including trade payables and preferred stock, if any, whether secured or unsecured, of that subsidiary will be effectively senior to the claim of any holders of the Notes. See "Description of Notes—Subsidiary Guarantees."

Certain assets are excluded from the collateral.

        Certain assets are excluded from the collateral securing the Notes as described under "Description of Notes—Certain Definitions—Certain Indenture and Note Security Document Definitions—Excluded Assets" including, among other things, leasehold interests (including requirements to deliver landlord lien waivers, estoppels and collateral access letters), motor vehicles and other assets subject to certificates of title, foreign intellectual property, certain letter of credit rights, certain commercial tort claims, equity interest in any person other than wholly owned restricted subsidiaries to the extent not permitted by the terms of such subsidiary's organizational or joint venture documents, assets to the extent a security interest in such assets would result in material adverse tax consequences, and those assets as to which the costs of obtaining such a security interest are excessive in relation to the value of the security interest to be afforded thereby. In addition, the collateral does not include any capital stock of a subsidiary of Atkore Holdings, including the Issuer, to the extent that the pledge of such capital stock results in the Issuer being required to file separate financial statements of such subsidiary with the SEC (or any other governmental agency) under Rules 3-10 or 3-16 of Regulation S-X under the Securities Act, and any such capital stock covered by a pledge that triggers such a requirement to file financial statements of such subsidiary with the SEC would be automatically released from being included in the collateral, but only to the extent necessary to not be subject to such requirement.

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Accordingly, a significant portion of the capital stock of the Issuer, Atkore International (NV) Inc., Allied Tube & Conduit Corporation, as well as a portion of the capital stock of WPFY, Inc. and Atkore Foreign Holdings Inc. is currently not included in the pledge as collateral as a result of our filing of the registration statement of which this prospectus forms a part. If an event of default occurs and the Notes are accelerated, the Notes and the guarantees will rank equally with the holders of the other unsubordinated and unsecured indebtedness of the relevant entity with respect to such excluded property.

Rights of holders of the Notes in the collateral may be adversely affected by the failure to perfect security interests in collateral.

        Applicable law provides that a security interest in certain tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. There can be no assurance that the collateral agent for the Notes has taken all actions necessary to create properly perfected security interests in the collateral, which may result in the loss of the priority of the security interest in favor of the holders of the Notes to which they would otherwise have been entitled. In addition, the mortgages and security interests granted in favor of the collateral agent to secure the Notes were not in all cases perfected by the issue date. If the Issuer, or any Guarantor, were to become subject to a bankruptcy proceeding, any liens recorded or perfected after the issue date would face a greater risk of being invalidated than if they had been recorded or perfected on the issue date. Liens recorded or perfected after the issue date may be treated under bankruptcy law as if they were delivered to secure previously existing indebtedness. In bankruptcy proceedings commenced within 90 days of lien perfection, a lien given to secure previously existing indebtedness is materially more likely to be avoided as a preference by the bankruptcy court than if delivered and promptly recorded on the issue date. Accordingly, if the Issuer or any Guarantor were to file for bankruptcy protection after the issue date of the outstanding notes and the liens had been perfected less than 90 days before commencement of such bankruptcy proceeding, the liens securing the notes may be particularly subject to challenge as a result of having been delivered after the issue date. To the extent that such challenge succeeded, the holders of the Notes would lose the benefit of the security that the collateral was intended to provide.

        In addition, applicable law provides that certain property and rights acquired after the grant of a general security interest, such as real property, equipment subject to a certificate of title and certain proceeds, can only be perfected at the time such property and rights are acquired and identified. The Issuer and the Guarantors have limited obligations to perfect the security interest of the holders of the Notes in specified collateral. There can be no assurance that the Trustee or the collateral agent will monitor, or that the Issuer will inform such Trustee or collateral agent of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. Neither the Trustee nor the collateral agent has an obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest. Such failure may result in the loss of the security interest in the collateral or the priority of the security interest in favor of the noteholders against third parties.

        Additionally, a failure, for any reason that is not permitted or contemplated under the security documents relating to the collateral, to perfect the security interests in the properties and assets included in the collateral securing the Notes may result in a default under the Indenture and the other agreements governing the Notes.

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The rights of holders of the Notes with respect to the collateral are substantially limited by the terms of the intercreditor agreement.

        Under the terms of the intercreditor agreement, which was entered into between the collateral agent for the benefit of the holders of the Notes and the administrative agent under the ABL Credit Facility, at any time that obligations that have the benefit of the first-priority liens on the ABL Priority Collateral are outstanding, any actions that may be taken in respect of the ABL Priority Collateral, including the ability to cause the commencement of enforcement proceedings against the ABL Priority Collateral and to control the conduct of such proceedings, and the approval of amendments to, releases of ABL Priority Collateral from the lien of, and waivers of past defaults with respect to the ABL Priority Collateral under, the security documents, are at the direction of the holders of the obligations secured by the first-priority liens, and neither the Trustee nor the collateral agent, on behalf of the holders of the Notes, has the ability to control or to direct such actions, even if the rights of the holders of the Notes are adversely affected. See "Description of Notes—Security for the Notes—Certain Intercreditor Provisions—Lien Priority,—Waiver of Right to Contest Liens,—Remedies Standstill,—Modifications to ABL Documents and Note Documents." Under the terms of the intercreditor agreement, at any time that obligations that have the benefit of the first-priority liens on the ABL Priority Collateral are outstanding, if the holders of such indebtedness release the ABL Priority Collateral for any reason whatsoever (except the termination of the ABL Credit Facility), including, without limitation, in connection with any sale of assets, the second-priority security interest in such collateral securing the Notes will be automatically and simultaneously released without any consent or action by the holders of the Notes. The ABL Priority Collateral so released will no longer secure Atkore's and the Guarantors' obligations under the Notes. In addition, because the holders of the indebtedness secured by first-priority liens in the ABL Priority Collateral control the disposition of the ABL Priority Collateral, such holders could decide not to proceed against the ABL Priority Collateral, regardless of whether there is a default under the documents governing such indebtedness or under the Indenture. In such event, subject to certain limited exceptions, the only remedy available to the holders of the Notes would be to sue for payment on the Notes and the related guarantees. In addition, the intercreditor agreement gives the holders of first-priority liens on the ABL Priority Collateral the right to access and to use the ABL Priority Collateral that secures the Notes to allow those holders to protect the ABL Priority Collateral and to process, store and dispose of the ABL Priority Collateral. In addition, in the event of any insolvency or liquidation proceeding, if the lenders under the ABL Credit Facility desire to permit any amount of debtor-in-possession ("DIP") financing, the collateral agent for the Notes generally will not be permitted to raise any objection to such DIP financing. See "Description of Notes—Security for the Notes—Certain Intercreditor Provisions—DIP Financing." The intercreditor agreement limits the right of the collateral agent for the Notes to seek relief from the "automatic stay" in an insolvency proceeding or to seek or accept "adequate protection" from a bankruptcy court even though such holders' rights with respect to the collateral are being affected. See "Description of Notes—Security for the Notes—Certain Intercreditor Provisions—Relief from Stay,—Adequate Protection."

There are circumstances other than repayment or discharge of the Notes under which the collateral securing the Notes and guarantees will be released automatically, without your consent or the consent of the Trustee or the collateral agent, and you may not realize any payment upon disposition of such collateral.

        Under various circumstances, the collateral securing the Notes will be released automatically, including:

•

a sale, transfer or other disposal in a transaction not prohibited under the Indenture and the collateral documents;



•

with respect to collateral held by a Guarantor, upon the release of such Guarantor from its guarantee in accordance with the Indenture;

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•

with respect to ABL Priority Collateral, upon the release of such ABL Priority Collateral by the holders of indebtedness secured by first-priority liens in the ABL Priority Collateral;



•

in whole or in part, as applicable, with respect to collateral which has been taken by eminent domain, condemnation or other similar circumstances;



•

in whole upon satisfaction and discharge of the Indenture as described in the section titled "Description of Notes—Satisfaction and Discharge";



•

in whole upon a legal defeasance or covenant defeasance of the Indenture as described in the section titled "Description of Notes—Defeasance"; and



•

in whole or in part with the consent of holders holding 66²/3% or more of the principal amount of the Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes) outstanding.

        In addition, upon certain sales of the assets that constitute the ABL Priority Collateral, the Issuer is required to repay amounts outstanding under the ABL Credit Facility, prior to repayment of any of the Issuer's other indebtedness, including the Notes, with the proceeds of such collateral disposition.

        In addition, the guarantee of a Guarantor is automatically released in connection with a sale of such Guarantor in a transaction not prohibited by the Indenture. The Indenture also permits the Issuer to designate one or more of its restricted subsidiaries that is a Guarantor as an unrestricted subsidiary. Designation of an unrestricted subsidiary will reduce the aggregate value of the collateral securing the Notes to the extent that liens on the assets of the unrestricted subsidiary and its subsidiaries are released. In addition, the creditors of the unrestricted subsidiary and its subsidiaries have a senior claim on the assets of such unrestricted subsidiary and its subsidiaries. If a Guarantor is released under the ABL Credit Facility, it will also be automatically released under the Indenture. See "Description of Notes."

In the event of a bankruptcy of the Issuer or any of the Guarantors, holders of the Notes may be deemed to have an unsecured claim to the extent that our obligations in respect of the Notes exceed the value of the collateral available to secure the Notes.

        In any bankruptcy proceeding with respect to the Issuer or any of the Guarantors, it is possible that the bankruptcy trustee, the debtor-in-possession or competing creditors will assert that the value of the collateral with respect to the Notes is less than the then-current principal amount outstanding under the Notes on the date of the bankruptcy filing. Upon a finding by the bankruptcy court that the Notes are under-collateralized, the claims in the bankruptcy proceeding with respect to the Notes would be bifurcated between a secured claim up to the value of the collateral and an unsecured claim for any deficiency. As a result, the claim of the holders of the Notes could be unsecured in whole or in part.

        Other consequences of a finding of under-collateralization would be, among other things, a lack of entitlement on the part of the Notes to receive post-petition interest and a lack of entitlement to receive other "adequate protection" under federal bankruptcy laws with respect to the unsecured portion of the Notes. See "—Bankruptcy laws may limit the ability of holders of the Notes to realize value from the collateral." In addition, if any payments of post-petition interest had been made at the time of such a finding of under-collateralization, those payments could be recharacterized by the bankruptcy court as a reduction of the principal amount of the Notes.

Bankruptcy laws may limit the ability of holders of the Notes to realize value from the collateral.

        The right of the collateral agent to repossess and dispose of the collateral upon the occurrence of an event of default under the Indenture is likely to be significantly impaired by applicable bankruptcy

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laws if a bankruptcy case were to be commenced by or against the Issuer before the collateral agent repossessed and disposed of the pledged assets. Under applicable federal bankruptcy laws, upon the commencement of a bankruptcy case, an automatic stay goes into effect which, among other things, stays:

•

the commencement or continuation of any action or proceeding against the debtor that was or could have been commenced before the commencement of the bankruptcy case to recover a claim against the debtor that arose before the commencement of the bankruptcy case;



•

any act to obtain possession of, or control over, property of the bankruptcy estate or the debtor;



•

any act to create, perfect or enforce any lien against property of the bankruptcy estate; and



•

any act to collect or recover a claim against the debtor that arose before the commencement of the bankruptcy case.

        For example, under Title 11 of the United States Code, as amended (the "Bankruptcy Code"), pursuant to the automatic stay imposed upon the bankruptcy filing, a secured creditor is prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from such debtor, or taking other actions to levy against a debtor, without bankruptcy court approval. Moreover, the Bankruptcy Code permits the debtor to continue to retain and to use collateral even though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given "adequate protection" with respect to the secured portion of its claim against the debtor. The meaning of the term "adequate protection" may vary according to circumstances (and is within the discretion of the bankruptcy court), but it is intended in general to protect the secured creditor against decreases in the value of the secured creditor's interest in the collateral as a result of the automatic stay or disposition or any use of the collateral by the debtor during the pendency of the bankruptcy case. Adequate protection may take the form of cash payments or the granting of additional or replacement security, if and at such times as the court in its discretion determines. Generally, adequate protection payments, in the form of interest or otherwise, are not required to be paid by a debtor to a secured creditor unless the bankruptcy court determines that the value of the secured creditor's interest in the collateral is declining during the pendency of the bankruptcy case. Due to the imposition of the automatic stay, the lack of a precise definition of the term "adequate protection" and the broad discretionary powers of a bankruptcy court, and even if the Notes were fully collateralized, it is impossible to predict (a) how long payments under the Notes could be delayed following commencement of a bankruptcy case, (b) whether or when the collateral agent could repossess or dispose of the pledged assets and (c) whether or to what extent holders of the Notes would be compensated for any delay in payment or loss of value of the pledged assets through the requirement of "adequate protection," or what form any such adequate protection would take.

The collateral is subject to casualty risks and potential environmental liabilities.

        We maintain insurance for our properties against loss or damage by fire or other hazards to a similar extent as other companies operating properties of a similar nature in the same or similar localities. There are, however, some losses that may be either uninsurable or not economically insurable, or insured for values less than the then-current fair market value of relevant equipment, in whole or in part. As a result, insurance proceeds may not compensate us fully for our losses. If there is a total or partial loss of any of the pledged assets, the proceeds received by us in respect thereof may not be sufficient to satisfy all the secured obligations, including the Notes.

        Moreover, the collateral agent may need to evaluate the impact of potential liabilities before determining to foreclose on collateral consisting of real property because owners and operators of real property may be held liable under environmental laws for the costs of investigating or remediating or contamination or preventing the release or threatened release of hazardous substances at such real

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property. Consequently, the collateral agent may be unable to or may decline to foreclose on such collateral or exercise remedies available in respect thereof if it does not receive indemnification to its satisfaction from the holders of Notes.

The Issuer will in most cases have control over the collateral.

        The security documents generally allow the Issuer and the Guarantors to remain in possession of, to retain exclusive control over, to freely operate and to collect, invest and dispose of any income from the collateral. These rights may adversely affect the value of the collateral at any time.

Any future pledge of collateral in favor of the holders of the Notes might be voidable in bankruptcy.

        Any future pledge of collateral in favor of the holders of the Notes, including pursuant to security documents delivered after the date of the Indenture, might be voidable by the pledgor (as debtor-in-possession) or by its trustee in bankruptcy if certain events or circumstances exist or occur, including, under the Bankruptcy Code, if the pledgor is insolvent at the time of the pledge, the pledge permits the holders of the Notes to receive a greater recovery than what the holders of the Notes would receive in a liquidation under Chapter 7 of the Bankruptcy Code if the pledge had not been given and a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge, or, in certain circumstances, a longer period.

The value of the collateral securing the Notes may not be sufficient to give the holders of the Notes the right to receive post-petition interest.

        In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against the Issuer, holders of Notes will only be entitled to post-petition interest under the Bankruptcy Code to the extent that the value of their security interest in the collateral is greater than their pre-bankruptcy claim. Holders of Notes that have a security interest in the collateral with a value equal or less than their pre-bankruptcy claim will not be entitled to post-petition interest under the Bankruptcy Code. No appraisal of the fair market value of the collateral was prepared in connection with the issuance of the Old Notes or has been prepared in connection with this exchange offer and we therefore cannot assure you that the value of the holders' interest in the collateral will equal or exceed the principal amount of the Notes.

The Issuer may not be able to repurchase the Notes upon a change of control.

        Upon the occurrence of specific kinds of change of control events, the Issuer will be required to offer to repurchase all outstanding Notes at 101% of their principal amount, plus accrued and unpaid interest to the purchase date. Additionally, under the ABL Credit Facility, a change of control (as defined therein) constitutes an event of default that permits the lenders to accelerate the maturity of borrowings under the respective agreements and terminate their commitments to lend. The source of funds for any purchase of the Notes and repayment of borrowings under the ABL Credit Facility would be the Issuer's available cash or cash generated from the Issuer's and the Issuer's subsidiaries' operations or other sources, including borrowings, sales of assets or sales of equity. The Issuer may not be able to repurchase the Notes upon a change of control because the Issuer may not have sufficient financial resources to purchase all of the debt securities that are tendered upon a change of control and repay our other indebtedness that will become due. We may require additional financing from third parties to fund any such purchases, and we may be unable to obtain financing on satisfactory terms or at all. Further, our ability to repurchase the Notes may be limited by law. In order to avoid the obligations to repurchase the Notes and events of default and potential breaches of the ABL Credit Agreement, the Issuer may have to avoid certain change of control transactions that would otherwise be beneficial to us.

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        In addition, some important corporate events, such as leveraged recapitalizations, may not, under the Indenture, constitute a "change of control" that would require the Issuer to repurchase the Notes, even though those corporate events could increase the level of the Issuer's indebtedness or otherwise adversely affect the Issuer's capital structure, credit ratings or the value of the Notes. See "Description of Notes—Change of Control."

Holders of the Notes may not be able to determine when a change of control giving rise to their right to have the Notes repurchased has occurred following a sale of "substantially all" of our assets.

        The definition of change of control in the Indenture includes a phrase relating to the sale of "all or substantially all" of the Issuer's assets. There is no precise established definition of the phrase "substantially all" under applicable law. Accordingly, the ability of a holder of Notes to require the Issuer to repurchase its Notes as a result of a sale of less than all the Issuer's assets to another person may be uncertain.

Federal and state fraudulent transfer laws may permit a court to void the Notes or the guarantees, and if that occurs, you may not receive any payments on the Notes.

        Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the Notes and the incurrence of the guarantees of the Notes. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the Notes or the guarantees thereof could be voided as a fraudulent transfer or conveyance if the Issuer or any of the Guarantors, as applicable, (a) issued the Notes or incurred the guarantee with the intent of hindering, delaying or defrauding creditors or (b) received less than reasonably equivalent value or fair consideration in return for either issuing the Notes or incurring the guarantee and, in the case of (b) only, one of the following is also true at the time thereof:

•

the Issuer or any of the Guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the Notes or the incurrence of the guarantee;



•

the issuance of the Notes or the incurrence of the guarantee left the Issuer or any of the Guarantors, as applicable, with an unreasonably small amount of capital or assets to carry on the business; or



•

the Issuer or any of the Guarantors intended to, or believed that the Issuer or such Guarantor would, incur debts beyond the Issuer's or such Guarantor's ability to pay as they mature.

        As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is satisfied. A court would likely find that a Guarantor did not receive reasonably equivalent value or fair consideration for its guarantee to the extent such Guarantor did not obtain a reasonably equivalent benefit from the issuance of the Notes.

        We cannot be certain as to the standards a court would use to determine whether or not the Issuer or any of the Guarantors were insolvent at the relevant time or, regardless of the standard that a court uses, whether the Notes or the guarantees would be subordinated to the Issuer's or any of the Guarantors' other debt. In general, however, a court would deem an entity insolvent if:

•

the sum of its debts, including contingent and unliquidated liabilities, was greater than the fair saleable value of all of its assets;



•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they became due.

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        Each subsidiary guarantee will contain a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its subsidiary guarantee to be a fraudulent transfer. This provision may not be effective to protect the subsidiary guarantees from being avoided under fraudulent transfer law. A recent bankruptcy court action in Florida questioned the validity of such a customary savings clause in a guaranty.

        To the extent that any of the subsidiary guarantees is avoided, then, as to that subsidiary, the guaranty will not be enforceable.

        If a court were to find that the issuance of the Notes or the incurrence of a guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the Notes or that guarantee, could subordinate the Notes or that guarantee to presently existing and future indebtedness of ours or of the related Guarantor or could require the holders of the Notes to repay any amounts received with respect to that guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the Notes. Further, the avoidance of the Notes could result in an event of default with respect to our and our subsidiaries' other debt that could result in acceleration of that debt.

        Finally, as a court of equity, the bankruptcy court may subordinate the claims in respect of the Notes to other claims against the Issuer on the principle of equitable subordination if the court determines that (1) the holders of Notes engaged in some type of inequitable conduct, (2) the inequitable conduct resulted in injury to our other creditors or conferred an unfair advantage upon the holders of Notes and (3) equitable subordination is not inconsistent with the provisions of the Bankruptcy Code.

Certain restrictive covenants in the Indenture governing the Notes will not apply during any time that such Notes achieve investment grade ratings.

        Most of the restrictive covenants in the Indenture governing the Notes will not apply during any time that the Notes achieve investment grade ratings from Moody's Investment Service, Inc. and Standard & Poor's, and no default or event of default has occurred. If these restrictive covenants cease to apply, the Issuer may take actions, such as incurring additional debt or making certain dividends or distributions, which would otherwise be prohibited under the Indenture. Ratings are given by these rating agencies based upon analyses that include many subjective factors. The investment grade ratings, if granted, may not reflect all of the factors that would be important to holders of the Notes.

Your ability to transfer the New Notes may be limited by the absence of an active trading market and an active trading market may not develop for the New Notes.

        The New Notes are a new issue of securities for which there is no established trading market. We do not intend to list the New Notes on any national securities exchange or include the New Notes in any automated quotation system. Therefore, an active market for the New Notes may not develop or be maintained, which would adversely affect the market price and liquidity of the New Notes. In that case, the holders of the New Notes may not be able to sell their New Notes at a particular time or at a favorable price.

        Even if an active trading market for the New Notes does develop, there is no guarantee that it will continue. Historically, the market for non-investment grade debt has been subject to severe disruptions that have caused substantial volatility in the prices of securities similar to the New Notes. The market, if any, for the New Notes may experience similar disruptions, and any such disruptions may adversely affect the liquidity in that market or the prices at which you may sell your New Notes. In addition, the New Notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

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A lowering or withdrawal of the credit ratings assigned to our debt securities by rating agencies may adversely affect the market value of the Notes, increase our future borrowing costs and reduce our access to capital.

        Any credit rating assigned to us could be lowered or withdrawn entirely by a rating agency if, in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the Notes. Credit ratings are not recommendations to purchase, hold or sell the Notes. Additionally, credit ratings may not reflect the potential effect of risks relating to the structure or marketing of the Notes. Any downgrade by a rating agency could decrease earnings and may result in higher borrowing costs.

        Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. If any credit rating initially assigned to the Notes is subsequently lowered or withdrawn for any reason, you may not be able to resell your Notes without a substantial discount.

You may have difficulty selling the Old Notes that you do not exchange.

        If you do not exchange your Old Notes for the New Notes offered in the exchange offer, your Old Notes will continue to be subject to significant restrictions on transfer. Those transfer restrictions are described in the Indenture and arose because the Old Notes were originally issued under exemptions from the registration requirements of the Securities Act.

        The Old Notes may not be offered, sold or otherwise transferred, except in compliance with the registration requirements of the Securities Act, pursuant to an exemption from registration under the Securities Act or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with applicable state securities laws. The Issuer did not register the Old Notes under the Securities Act, and it does not intend to do so. If you do not exchange your Old Notes, your ability to sell those Notes will be significantly limited.

        If a large number of outstanding Old Notes are exchanged for New Notes issued in the exchange offer, it may be more difficult for you to sell your unexchanged Old Notes due to the limited amounts of Old Notes that would remain outstanding following the exchange offer.

Risk Factors Relating to the Transactions

        Our historical financial information and our unaudited pro forma condensed financial data are not representative of our future financial condition, future results of operations or future cash flows nor do they reflect what our financial condition, results of operations or cash flows would have been as a stand-alone company during the periods presented.

        Our historical combined financial information included in this prospectus is not representative of our future financial condition, future results of operations or future cash flows nor does it reflect what our financial condition, results of operations or cash flows would have been as a stand-alone company during the periods presented. This is primarily because:

•

our historical combined financial information has been derived from the financial statements and accounting records of Tyco and reflects assumptions and allocations made by Tyco. Those assumptions and allocations may be different from the comparable expenses we would have incurred as a stand-alone company;



•

certain general corporate expenses have historically been allocated to us by Tyco that, while reasonable, may not be indicative of the actual expenses that would have been incurred had we been operating as a stand-alone company, nor are they indicative of the costs that will be incurred in the future as a stand-alone company;

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•

our working capital requirements historically have been satisfied as part of Tyco's corporate-wide cash management policies. Since becoming a stand-alone company, we can no longer rely on Tyco for cash and working capital. In connection with the Transactions, we incurred a large amount of indebtedness and will therefore assume significant debt service costs. As a result, our cost of debt and capitalization is significantly different from that reflected in our historical combined financial information; and



•

as a result of the Transactions, we have experienced increases in our costs, including the cost to establish an appropriate accounting and reporting system, debt service obligations, providing healthcare and other benefits to employees and other costs of being a stand-alone company.

        Our unaudited pro forma condensed financial data included in this prospectus include adjustments to reflect some of the factors described above. The pro forma adjustments are based upon available information and assumptions that we believe are reasonable; however, our assumptions may not prove to be accurate. Accordingly, our unaudited pro forma condensed financial data are not representative of our future financial condition, future results of operations or future cash flows nor do they reflect what our financial condition, results of operations or cash flows would have been as a stand-alone company during the periods presented. See "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Unaudited Pro Forma Condensed Financial Data" and our historical financial statements and the Notes to those statements included elsewhere in this prospectus.

Becoming a stand-alone company presents significant challenges.

        There is a significant degree of difficulty inherent in the process of becoming a stand-alone company and managing this process requires significant amounts of management's time. These difficulties include:

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effecting this process while carrying on our ongoing operations;



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preserving our customer, distribution, supplier and other important relationships;



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renegotiating or replacing commercial agreements to reflect the stand-alone nature of our operations;



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retaining our key officers and personnel; and



•

separating our corporate infrastructure from Tyco's, including systems, insurance, accounting, legal, finance, tax and human resources.

        As a result, we may not successfully or cost-effectively become a stand- alone company. The failure to do so could have an adverse effect on our business, financial condition and results of operations.

        The process of becoming a stand-alone company could cause an interruption of, or loss of momentum in, the activities of one or more of our businesses. Members of our senior management may be required to devote considerable amounts of time to this process, which will decrease the time they will have to manage their respective businesses, service existing customers, attract new customers and develop new products or strategies. If our senior management is not able to manage this process effectively or if any significant business activities are interrupted as a result of this process, our business could suffer.

We have only a limited history as a stand-alone company and may be unable to make the changes necessary to operate effectively.

        There can be no assurance that the separation from Tyco and the resulting need to replace certain administrative and other support functions will not have an adverse impact on our business, financial condition and results of operations. Prior to the Transactions, Tyco provided us with IT, treasury,

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human resources, real estate, insurance, legal, risk management and other corporate services. The total costs and allocations that Tyco has charged us for those services were $20 million in fiscal 2010 and $19 million in fiscal 2009 but we anticipate that to replace the administrative and support functions previously performed by Tyco, we will incur annual costs of approximately $17 million. In addition, since Tyco acquired our business in 1987, we have acquired 23 companies, resulting in a greater need for additional administrative and other support functions. As a result of the Transactions, apart from a limited number of services to be provided to us on a transitional basis under the Transition Services Agreement, Tyco no longer has an obligation to provide financial, operational or organizational assistance to us or any of our subsidiaries. The actual cost to replace those services may exceed our estimates, which could materially and adversely impact our results.

As a stand-alone company, we do not enjoy all of the benefits of scale that Tyco was able to achieve when operating our business in combination with Tyco's other businesses.

        Prior to the Transactions, we benefited from the scope and scale of the business of Tyco in certain areas, including, among other things, purchasing, risk management, employee benefits, regulatory compliance, insurance, administrative services and human resources. Our loss of these benefits as a consequence of the Transactions could have an adverse effect on our business, results of operations and financial condition. For example, it is possible that some costs will be greater for us than they were for Tyco due to the loss of volume discounts and the position of being a large customer to service providers and vendors. As a result, we may experience increased volatility in terms of cash flow, operating results, working capital and financing requirements.

Our accounting and other management systems and resources may not be adequately prepared to meet financial reporting and other requirements following the Transactions. Our failure to achieve and maintain effective internal controls could adversely affect our business, financial condition and results of operations.

        Our financial results previously were included within the consolidated results of Tyco, and our reporting and control systems were appropriate for those of a business operating as part of a larger public company. However, we were not directly subject to reporting and other requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Upon the completion of the exchange offer with respect to the Notes required by the terms of the registration rights agreement applicable to the Notes, we will become subject to the reporting requirements of the Exchange Act. These reporting and other obligations will place significant additional demands on our management and administrative and operational resources, including our accounting resources.

        To comply with these requirements, it is anticipated that we will need to upgrade our systems, including IT, implement additional financial and management controls, reporting systems and procedures and hire additional legal, accounting and finance staff, particularly given our extensive acquisition history which results in our use of multiple legacy systems. If we are unable to upgrade our financial and management controls, reporting systems, IT and procedures in a timely and effective fashion, additional management and other resources of our company may need to be devoted to assist in compliance with the financial reporting requirements and other rules that apply to reporting companies.

The interests of CD&R Investor and the Seller, our controlling stockholders, may differ from the interests of holders of the Notes.

        As of May 31, 2011, CD&R Investor owns approximately 52% of the outstanding capital stock (on an as-converted basis) of Atkore Group, of which Atkore Holdings is a wholly owned subsidiary, and the Seller, a wholly owned subsidiary of Tyco, owns approximately 48% (on an as-converted basis). Pursuant to the Stockholders Agreement, CD&R Investor is entitled to designate four of Atkore Group's eight directors, the Seller is entitled to designate three directors, and the CEO of Atkore

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Group is the eighth director. Prior to a qualified initial public offering of Atkore Group, each of CD&R Investor and the Seller will continue to be entitled to designate directors of Atkore Group in proportion to the respective percentage interests in Atkore Group held by CD&R Investor and the Seller; in addition, CD&R Investor will be entitled to designate one more director than the Seller so long as CD&R Investor owns a majority of the outstanding capital stock of Atkore Group. See "Certain Relationships and Related Party Transactions—Stockholders Agreement of Atkore Group—Corporate Governance." As a result, each of CD&R Investor and the Seller is able to strongly influence or effectively control our decisions.

        Under the Certificate of Designations and the Stockholders Agreement, CD&R Investor and the Seller each must approve specified transactions and actions by Atkore Group and its subsidiaries, including us, so long as CD&R Investor or the Seller owns, as the case may be, a specified percentage of Atkore Group's capital stock. As a result, either CD&R Investor or the Seller is able to prevent our entry into such transactions or our taking such actions, even if such transaction or action is otherwise beneficial to the holders of the Notes. The interests of CD&R Investor or the Seller may differ from those of holders of the Notes in material respects. For example, either CD&R Investor or the Seller may have an interest in Atkore Group or its subsidiaries, including us, pursuing acquisitions, divestitures, financings or other transactions that, in its judgment, could enhance its investment in Atkore Group, even though such transactions might involve risks to holders of the Notes.

        In addition, affiliates of CD&R Investor are in the business of making investments in companies, and may from time to time in the future acquire interests in businesses that directly or indirectly compete with certain portions of our business or are suppliers of our customers. Moreover, affiliates of the Seller continue to engage in businesses that directly and indirectly compete with certain portions of our business and that supply certain of our customers, subject to limited restrictions on competition set forth in the Investment Agreement. See "Certain Relationships and Related Party Transactions—Investment Agreement—Non-Competition." Also, either CD&R Investor or the Seller may determine that the disposition of some or all of its interests in our company would be beneficial to it at a time when such disposition could be detrimental to the holders of the Notes.

        Further, if we encounter financial difficulties, or we are unable to pay our debts as they become due, the interests of our equity holders might conflict with those of the holders of the Notes. In such a situation, for example, the holders of the Notes might want us to raise additional equity from our equity holders or other investors to reduce our leverage by paying our debts, while our stockholders might not want to increase their investment in us or have their ownership diluted and instead prefer we take other actions, such as selling our assets. Moreover, CD&R Investor's and the Seller's ownership of our company may have the effect of discouraging offers to acquire control of our company.

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FORWARD-LOOKING STATEMENTS

        This prospectus contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements and you should not place undue reliance on such statements. Factors that could contribute to these differences include, but are not limited to, the following:

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the sustained downturn in the non-residential construction industry;



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fluctuations in the price of raw materials;



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our reliance on the availability and cost of freight and energy;



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changes in governmental regulation, including the National Electrical Code or other legislation and regulation;



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risks relating to doing business internationally;



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claims for damages for defective products;



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our ability to generate or raise capital in the future;



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risk of material environmental, health and safety liabilities and obligations;



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changes in the source and intensity of competition in business;



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the level of similar product imports into North America;



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our reliance on a small number of customers;



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work stoppages, employee strikes and other production disruptions;



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our significant financial obligations relating to pension plans;



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unplanned outages at our facilities and other unforeseen disruptions;



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our ability to protect and enforce our intellectual property rights;



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our ability to attract and retain qualified employees;



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the reliability of our information systems;



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risks inherent in acquisitions and the financing thereof;



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risks relating to us operating as a stand-alone company;



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our substantial indebtedness and our ability to incur further indebtedness;



•

limitations on our business under the instruments governing our indebtedness;



•

the risk that the benefits from the Transactions may not be fully realized or may take longer to realize than expected; and



•

risks related to other factors discussed in this prospectus.